1. INTRODUCTORY PROVISIONS
1.1. These Rules for using the Adyen payment system on Heureka.cz (hereinafter referred to as the "Adyen Rules") are issued by the Portal Operator and Adyen, in order to regulate the rights and obligations when using the Adyen System for the purpose of paying prices for Goods to Merchants in the Heureka Marketplace mode.
1.2. The Merchant is authorized to conclude Purchase Contracts with Users through the Portal and to receive payments of purchase prices for Goods paid through the Adyen System, while at the same time being in a direct separate contractual relationship with Adyen. The Merchant's use of the Adyen System is subject to the conclusion of a cooperation agreement that regulates the rights and obligations of the parties when selling Goods through the Portal in the Heureka Marketplace mode (hereinafter referred to as the „Agreement“) with the Operator and also a separate agreement with Adyen.
1.3. Definitions of terms:
1.3.1. Authorization limit – the maximum monetary amount of a single transaction that the Merchant is authorized to carry out without authorization;
1.3.2. Merchant's Bank – a financial institution with which the Merchant maintains an account specified in the Registration Form for the purpose of receiving payments of purchase prices;
1.3.3. Cardholder – the person in whose name the Payment card was issued;
1.3.4. Card associations – MasterCard International, Visa International and Diners Club International card associations;
1.3.5. Partner - a bank or other financial institution, including an authorization and clearing center, with which Adyen cooperates to process payments through the Adyen System;
1.3.6. Payment Gateway - an online authorization platform for accepting payment cards, operated by a licensed processing institution, made available to Adyen Users, through which Customers enter the data necessary to make a payment by Payment card, and this Payment Gateway is secured by 3D Secure technology;
1.3.7. Payment card – a credit association card that allows its holder to make cashless payments for goods and services in the Internet environment;
1.3.8. Bank Platform - technical interface of the Processing Bank's system, enabling communication between the Bank's system and the Payment Gateway;
1.3.9. Authorized Worker – an employee or external worker authorized by Adyen to provide support to Merchants and communicate with them in connection with the use of the Adyen System;
1.3.10. PSP - Payment service provider, or Payment facilitator , i.e. an entity that can offer and provide payment card acceptance services based on cooperation with a bank;
1.3.11. Deduction of a monetary amount - reduction of the amount that Adyen is obliged to pay to the Merchant by the amount of the Operator's claims against the Merchant for damages resulting from the Merchant's breach of the Agreement, or for the obligation to return the Transaction amount to the User; Adyen is entitled to deduct a monetary amount from the Merchant's Payment Account in a single transaction only in cases and under the conditions expressly stated in these Adyen Rules, the Agreement, the Marketplace Terms or a separate agreement concluded between the Merchant and Adyen;
1.3.12. Transaction – a set of operations carried out through the Adyen System or the systems of individual Partners for the purpose of making a payment by the User for the Merchant's Goods offered through the Portal;
1.3.13. Card Issuer – a bank or other financial institution that is authorized to issue Payment cards and that is a member of the Card association;
1.3.14. Processing Bank – a bank with which Adyen has a cooperation agreement for the acceptance of Payment cards.
1.3.15. Other terms, including their interpretation, are regulated in particular in the Marketplace Terms.
1.4. Merchant Identification
1.4.1. In order to meet the requirements set by law and the Card associations, the Merchant will enter into a direct contractual relationship with Adyen via the Administrative Interface in order to make the Adyen System available to the Merchant.
1.4.2. The merchant must also undergo Know Your Customer (KYC) and AML verification, which is performed by Adyen in accordance with applicable law and the rules of the Card associations.
1.4.3. For the purposes of Identification, the Merchant is obliged to comply with all requirements and conditions set by Adyen. The further terms and conditions of Identification are set out in the Administration Interface.
1.4.4. The Merchant acknowledges that Adyen, at its discretion, will approve or reject the execution of the Identification and may request the Merchant to provide additional information, and for this purpose may contact the Merchant directly (involving the Operator in such communication and keeping a copy with it).
2. GENERAL RULES OF OPERATION OF THE ADYEN SYSTEM
2.1. Operating the Adyen System
2.1.1. The Merchant acknowledges that Adyen uses products and systems offered and supplied by individual Partners to operate the Adyen System. Adyen is therefore obliged to ensure that the terms of provision of its services comply with the terms of use of the products and systems of individual Partners.
2.2. General provisions for the Adyen System
2.2.1. Transactions performed by Adyen within the Adyen System are not banking transactions. All Transactions are determined and performed only in Czech currency (Czech crown, CZK) or in Euro (EUR).
2.2.2. Individual Payment Methods are available through the Adyen System, the selection, activation and possible deactivation of which is carried out by the Operator.
2.2.3. The Operator uses third parties to provide additional services related to payment processing (e.g. currency conversion, identity verification, fraud analysis, compliance with legal regulations, etc.).
2.2.4. The Operator may share the Merchant's personal or transactional data with third parties for purposes related to payment processing.
2.2.5. If the Operator receives information that the Merchant's activities violate the terms of use of third-party services, it may, at its discretion, take such steps towards the Merchant to ensure that the terms of use of third-party services are complied with (e.g., canceling the transaction, blocking certain Payment Methods, etc.).
2.2.6. Any features of the Adyen System may be modified, interrupted or terminated at any time without prior notice and are subject to restrictions set by the Operator or Adyen. As a security measure, the Operator may set limits on Transactions for the User or the Merchant. For example, the Operator may set limits on the value of any Transaction or the aggregate value of Transactions over a certain period. The Operator may also set limits on the number of Transactions per day or other period of time. The Operator shall not be liable to the Merchant: (a) for not executing a Transaction that would exceed the set limit or (b) for allowing the User to withdraw from a Transaction. The Operator may also refuse the Merchant access to the Adyen System at any time and for any reason.
2.2.7. The Operator reserves the right to refuse or refund Transactions that it assesses as high-risk, fraudulent, violating trade sanctions or otherwise violating the Marketplace Terms.
2.2.8. The Operator keeps records of Transactions and does not transmit any secure data, including credit card numbers or bank account information, to the Merchant. The Merchant receives from the Operator only shipping information and limited User account information necessary to complete the order.
2.3. Adyen System Maintenance, Downtime and Outage Resolution
2.3.1. Neither Adyen nor the Operator guarantees continuous or uninterrupted access to the Administration Interface or the continuous or uninterrupted functionality of the Adyen System. However, Adyen shall use its reasonable efforts to ensure that payments are processed in a timely manner within the Adyen System.
2.4. Personal data
2.4.1. Personal data of Merchants-individuals using the Adyen System are processed by Adyen as a personal data controller in accordance with applicable law, including the relevant provisions of Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
2.4.2. The operator processes personal data in accordance with the relevant legal regulations on personal data protection and in accordance with the document Personal Data Protection of Merchants.
3. RIGHTS AND OBLIGATIONS WHEN USING THE ADYEN SYSTEM
3.1. Merchant Responsibilities
3.1.1. Among other things, the Merchant is not authorized to offer through the Heureka Marketplace Goods whose sale is contrary to Adyen's policies, the requirements of Partners or Card Associations, in particular:
- pornographic products or services of an erotic nature,
- products depicting or promoting child pornography or other sexual practices that constitute the crime of distributing pornography,
- narcotic, psychosomatic or psychotropic substances, poisons,
- prescription medicines,
- tobacco products,
- goods or services that may facilitate or promote criminal activity or circumvent effective technical means of copyright protection,
- goods or services that promote extreme right-wing or extreme left-wing views,
- goods or services that promote religious sects,
- other goods or services that are capable of damaging the good reputation of the Operator, Adyen, other Merchants or the Adyen System among Partners or other third parties
If the Operator discovers such a violation, it is entitled to refuse to process payment for such Goods; such refusal to process payment or complete suspension of the Adyen System is not a defect or breach of the Agreement by the Operator.
In the event that the Operator incurs damage as a result of the sale of the Goods specified in this article, the Merchant is obliged to compensate the Operator for such damage in full. The Merchant is obliged to continuously monitor compliance with the obligation specified in this article of the Adyen Rules.
3.1.2. The Merchant is obliged to keep:
- documents on the provision of the Goods to the User (delivery notes or delivery notes upon physical delivery),
- data about the User, including a record of communication with him and data about his IP address when delivered electronically,
- when providing a service via remote communication, the date and time of communication with the User, the exact identification of the User and a record of the communication (if possible),
all this for a period of at least 18 months from the provision of the Goods. The Merchant is obliged to provide these documents to the Operator upon his request.
3.1.3. The Merchant must contact the Operator immediately and refund the entire Transaction amount if, for any reason, he is unable to deliver the Goods, is unable to present to the Operator a document confirming receipt of the Goods corresponding to the Purchase Contract, the Purchase Contract has been withdrawn, or in other similar cases. If the purchase price was paid via the Adyen System, the funds will be returned to the account from which the payment was made. If it is a complaint and a discount on the purchase price, or if the Goods were paid for by cash on delivery or bank transfer, the refund of funds is ensured by the Merchant using its own funds without using the Adyen System.
3.1.4 When choosing Payment Methods by the User, the Merchant may not in any way disadvantage payments via the Adyen System.
3.1.5 The Merchant authorizes the Operator to give instructions to Adyen in the Adyen System that are in accordance with the Terms and the Special Terms. The Merchant may not authorize a third party to exercise the rights and obligations under these Adyen Rules.
3.1.6 The Merchant acknowledges that Adyen is bound by the result of the authentication and authorization of the Transaction and is not authorized to accept payments for Transactions that have not been authorized and authenticated by the Card Issuer.
3.2. Adyen's rights and obligations
3.2.1. Adyen is entitled to refuse to process a payment made by a specific User, in particular
- if he has reasonable suspicion that the Transaction is not in accordance with legal regulations,
- if he has reasonable suspicion that the Transaction was not carried out with the consent of the owner of the credit card used for the Transaction,
- if he has reasonable suspicion that the Transaction was not carried out with the consent of the owner of the bank account used in the Transaction,
- if he has reasonable suspicion that it is not a real Transaction (other than a test Transaction).
3.2.2. Adyen is entitled to prevent the Merchant from accessing the Adyen System, in particular in the event of:
- there is a reasonable threat of the Adyen System being compromised by computer viruses on the part of the Merchant,
- Adyen learns about the illegal nature of the Goods offered by the Merchant through the Portal,
- Adyen becomes aware that the Goods offered through the Portal are in conflict with the principles or obligations set out in the Agreement or these Adyen Rules.
3.2.3. The implementation of the measures specified in Articles 3.2.1. and 3.2.2. of the Adyen Rules is not a defect of the Adyen System, nor is it considered a shutdown. In the event of a justified unavailability of the Adyen System, the Merchant is not entitled to a refund of the commission or other fees and charges already paid, or their proportional parts.
4. PAYMENT PROCESSING IN THE ADYEN SYSTEM
4.1. General provisions
4.1.1. The Adyen System may be used solely for the processing of Transactions made pursuant to Purchase Contracts. The Adyen System enables the Merchant to accept payments through authorized transactions by credit and debit cards or other Payment Methods, such as Apple Pay and Google Pay, where available.
4.2. Processing Transactions sent by Users for the benefit of Merchants
4.2.1. The Operator informs the Merchant about the status of Transactions, their settlement, and the amount of the balance via the Administrative Interface.
4.2.2 The Merchant acknowledges that the Operator is obliged to check, through Adyen, the execution of the Transaction authorization and verify whether the Payment card is valid at the time of the Transaction, or whether it is not blocked or whether it is not on the list of Payment cards intended for retention, or whether the Cardholder has sufficient funds in his bank account to cover the Transaction.
4.2.3. Adyen will settle the executed Transactions, reduced by the amount of commissions for using the Adyen System and the Heureka Marketplace service, and possibly by other cases according to Article 4.3. of the Adyen Rules, to the Merchant's bank account. Adyen will therefore set off its receivables and the Operator's receivables against the Merchant's claim for the payout of payments from Transactions.
4.2.4 The Operator may withhold the Transaction amount if the payment related to the Transaction is not in accordance with the provisions of these Adyen Rules, or if the Cardholder, Card Issuer or Card Association objects to the Transaction and Adyen or the Operator, after prior discussion with the Merchant, finds that such objection is justified, or if the Merchant breaches any obligation under these Adyen Rules, or if there is suspicion of other fraudulent conduct by the Merchant while using the Adyen System.
4.2.5. The Merchant is liable for any breach of these Adyen Rules, including liability for damages incurred by the Operator due to a claim by the Cardholder, Card Issuer or Card Association. Any claim for damages shall be paid by the Merchant within 15 days of the date of delivery of the payment request, unless such claim is settled by offsetting against the Merchant's claim for the payment of funds received by the Operator to the Payment Account (deduction of the monetary amount).
4.2.6. The User shall be deemed to have authorized the transaction upon completion of the payment order entry according to the selected Payment Method. The moment of receipt of the payment order shall be deemed to have been the moment of receipt of the order by the User's bank or the Card Issuer. The User shall not be entitled to revoke the payment order from the moment of its receipt by his bank or the Card Issuer.
4.3. Adyen is entitled to deduct a monetary amount from the Merchant's Payment Account up to the amount of its or the Operator's claims against the Merchant for its commission or other remuneration for its services, compensation for damages resulting from the Merchant's breach of the Agreement, compensation for the amount paid by the Operator under the Guarantee, or up to the amount of the claim for unjust enrichment in the form of a refund of the amount of a cancelled Transaction, or a refund of the amount upon withdrawal from the Purchase Contract by the User, or any other claims of the Operator. In this manner, the claim of the Operator or Adyen will be set off against the Merchant's claim to the extent that the amounts overlap. The Operator has authorised Adyen to perform the set-off pursuant to this Article and has authorised it to pay the relevant amount to the Operator's account. The Merchant has authorised the Operator to give instructions to Adyen , if necessary, in accordance with this paragraph. Adyen is also entitled to initially delay or refuse to pay out funds to the Merchant if it believes that an amount may be deducted under this article.
5. SPECIAL PROVISIONS FOR PAYMENT CARD ACCEPTANCE SERVICE
5.1. This article applies only to Merchants with whom the mediation of Payment card acceptance services has been agreed, using Payment card acceptance provided by a Processing Bank, in which Adyen acts as PSP. Given the specific nature of the PSP activity, the provisions of this article 5 of the Adyen Rules shall prevail over other provisions of these Adyen Rules to the extent that they conflict with them.
5.2. In order to provide the payment service pursuant to this article, Adyen has implemented the Payment Gateway among the Payment Methods found on the Portal pages for individual Merchant offers and mediates the connection of this Payment Gateway with the Bank's Platform. Adyen undertakes to accept payments made via Payment cards to the User in favor of the Merchant on the Internet and to pay these payments to the Merchant.
5.3. The Merchant undertakes to comply with the obligations and restrictions pursuant to Articles 5.4. and 5.5. of the Adyen Rules for the duration of the Agreement.
5.4. For the purposes of this Article 5, Adyen is obliged/authorized to:
5.4.1. ensure, through the Processing Bank, the authorization of the Transaction, i.e. verification whether the Payment card is valid at the time of the Transaction, whether it is not blocked or whether it is not on the list of Payment cards intended for retention, and whether the Cardholder has sufficient funds in his bank account to pay for the Transaction;
5.4.2. to settle the executed Transactions, reduced by the amount of commissions for the operation of the Payment Gateway and for the provision of the Heureka Marketplace service, to the Payment Account maintained for the Merchant within the Adyen System;
5.4.3. enable the Merchant to carry out Transactions in CZK and EUR; the Merchant's bank account designated for the payment of Transaction amounts from the Payment Account must be maintained in the currency in which the Transaction is carried out; if the User makes a payment from an account maintained in a currency other than CZK or EUR, the Processing Bank's foreign exchange purchase rate on the date of processing the transaction by the Processing Bank will be used for the conversion when settling the settlement to the Merchant's Payment Account; if the transaction currency and the currency of the Merchant's bank account designated for receiving payments from the Payment Account are the same, no conversion will take place.
5.4.4. make data on settled Transactions available to the Operator in the Administrative Interface in accordance with this Article 5 of the Adyen Rules;
5.4.5. notify the Operator of the Processing Bank's decision on the validity of the complaint raised by the Cardholder, Card Issuer or Card Association;
5.4.6. not to pay the Merchant the Transaction amount from a specific Purchase Contract concluded through the Portal if a certain payment was made under conditions that do not meet the provisions of this Article 5 of the Adyen Rules, or if the Cardholder, Card Issuer or Card Association raises an objection to the said Transaction and the Processing Bank or Adyen, after prior discussion with the Merchant, finds the objection justified, or if the Merchant violates any obligation arising from this Article 5 of the Adyen Rules, or if there is suspicion of any other fraudulent conduct by the Merchant when accepting Payment cards;
5.4.7. stop executing Transactions for a specific Merchant to the extent related to the acceptance of Payment cards in the event that the Processing Bank or Card Association requests the exclusion of Transactions of this Merchant from the provision of the Payment card acceptance service.
5.5. The Merchant undertakes:
5.5.1. immediately contact the Operator and return the received amount in full if the Merchant is unable to deliver the Goods for any reason and is unable to provide Adyen with proof of receipt of the Goods corresponding to the Purchase Contract;
5.5.2. provide the Operator with the cooperation necessary to provide the User with the following information via the Portal at the Offer or in another manner: a) full name (name or business name of the Merchant (not PO box); b) address, telephone number, e-mail address, data regarding the location serving as a customer center; c) detailed description of the Goods; d) price of the Goods (if the price is stated in a foreign currency, the Merchant is obliged to state the price also in CZK); e) information about the possibility of payment by credit card;
5.5.3. notify Adyen in writing or electronically, in sufficient prior notice, of any changes that may affect the proper performance of this Article 5 of the Adyen Rules, in particular changes in the Merchant's organizational and legal form and ownership structure, changes in the Merchant's name (business name) and its registered office (registered in the Commercial Register and real), changes in the types of goods and services offered;
5.5.4. to inform Adyen or the Operator immediately of the initiation of insolvency proceedings, or of the filing of a petition to initiate insolvency proceedings, the subject of which is the bankruptcy or imminent bankruptcy of the Merchant; in the event of a breach of this obligation, the Merchant shall be liable for any damage incurred in this connection in full;
5.5.5. to pay, upon request by Adyen or the Operator, all amounts due, in particular arising from legitimate complaints by Users, Card Issuers or Card Associations, and all possible penalties and other contractual sanctions that will be charged by the Card Associations to the Processing Bank as a result of the Merchant's breach of obligations, and the Processing Bank subsequently to Adyen, or that are set by the Adyen Processing Bank, if the obligation to pay them arises due to the Merchant's breach of obligations set out in these Adyen Rules.
5.6. Additional obligations of Adyen and the Merchant in connection with the provision of the Payment card acceptance service
5.6.1. The Merchant acknowledges that the Operator and Adyen are bound by the result of the authentication and authorization of the Transaction and are not authorized to accept payments for Transactions that have not been authorized and authenticated by the Card Issuer.
5.6.2. The Merchant is liable for any breach of this Agreement, including liability for damages incurred by Adyen as a result of claims by the Cardholder, the Card Issuer or the Card Association. The Merchant is obliged to pay any claim for damages to Adyen within 15 days of receiving the payment request, unless such claim is settled by offsetting against the Merchant's claim for the payment of funds received on the Payment Account (by debiting the amount of money).
5.7. Termination of the Payment card acceptance service
5.7.1. Adyen is entitled to suspend the provision of the Payment card acceptance service upon instruction from the Processing Bank or Card Association, if there is an excessive number of justified complaints against the Merchant, if the Merchant starts offering any of the excluded goods or services without the Operator's consent, or if the Merchant does not carry out any Transactions pursuant to this Article 5 of the Adyen Rules for a period longer than 6 calendar months, or in the event of the initiation of insolvency proceedings against the Merchant.
5.7.2. The Agreement to the extent of the provision of the Payment card acceptance service pursuant to this Article 5 of the Adyen Rules shall also terminate upon the termination of the cooperation agreement between the Processing Bank and Adyen, pursuant to which Adyen is authorized to provide the Payment card acceptance service, or upon the termination of the Processing Bank's authorization to process Transactions made through Payment cards. This provision shall constitute a resolutive condition.
6. RESOLUTION OF USER COMPLAINTS, LIABILITY FOR DEFECTS AND DAMAGE
6.1. Resolving User complaints in the event of payments by Payment card or via M-Payments
6.1.1. The User has the right to complain about a Transaction carried out through the Adyen System directly with the bank that issued the relevant Payment card to him or with another payment service provider whose Payment Method Adyen offers (in particular mobile operators providing so-called M-Payments - unless otherwise stated in this article, these entities are hereinafter collectively referred to as the “bank“). The User may, for example, complain that he or she has not received the ordered Goods or that he or she has not received them without defects or that an amount has been unlawfully debited from his or her account twice. In the event of such a complaint, the Bank has the right to request information and documents from Adyen regarding the Transaction in question and also has the right to unilaterally debit the Payment Account with funds in the amount corresponding to the Transaction, including the relevant fees or commission, unless Adyen proves to it that the delivery of the Goods was in accordance with the Purchase Contract.
6.1.2. Given the obligations of Adyen and the rights of the User and the bank specified above in Article 6.1.1 of the Adyen Rules, the Merchant is obliged to provide Adyen and the Operator with all necessary cooperation, in particular, it is obliged to provide Adyen and the Operator with all relevant information about the Transaction performed, which relates to the User's complaint and the bank's requirements, and the Merchant is further obliged to provide Adyen and the Operator, within 3 days of receiving its request, with the following documents for the relevant Transaction:
- a tax document issued to the User, which will contain all the requirements pursuant to Act No. 235/2004 Coll., on Value Added Tax, in particular the precise identification of the User;
- a copy of the confirmation of dispatch of the goods, or confirmation of the provision of the ordered service, or other similar documents proving that the provision of the Goods by the Merchant was in accordance with the Purchase Contract, including documents on the provision of the Goods,
- identification data of the User who concluded the Purchase Contract.
6.1.3. In order to potentially provide documents required in connection with the handling of the User's complaint, the Merchant is obliged to keep the above-mentioned documents for at least 24 months from the conclusion of the Purchase Contract.
6.1.4. The Merchant acknowledges that banks or card issuers set a period of time for clarifying the Transaction and the User's complaints, which usually does not exceed ten (10) days. If the Merchant does not provide Adyen with the information and documents specified above in Article 6.1.2. within a period of no more than ten (10) days from the date on which it is requested to do so in writing, Adyen is entitled to unilaterally debit funds from the Payment Account, including any fees, penalties or other payments. Adyen is also entitled to unilaterally debit funds from the Payment Account if, despite the timely provision of information and documents by the Merchant, it becomes apparent that the User's complaint was justified. Under these conditions, Adyen has the right not to pay the Merchant from the Payment Account the amount corresponding to the amount so debited, or to offset its claim against the Merchant against the Merchant's claim for payment from the Payment Account in full.
6.2. Liability for defects and damage
6.2.1. The Merchant is liable to the Operator for any damage incurred in connection with the exercise of any claims arising from a violation of the relevant legal regulations, these Adyen Rules or the Marketplace Terms, from a violation of the Purchase or similar contract concluded between him and the User, or from a violation of the Identification obligation.
6.2.2. The Operator and Adyen will make all necessary efforts to ensure the operation of the Adyen System, but expressly exclude their warranty and liability to the Merchant or Users for continuous and uninterrupted operation and access to the Adyen System or any of its functions.
7. FINAL PROVISIONS
7.1. The rights and obligations not regulated by these Adyen Rules are governed by the Terms and the Special Terms to the extent that they do not conflict with these Adyen Rules, including the terms used and their interpretation, as well as generally binding legislation, in particular the Civil Code, Act No. 480/2004 Coll. on certain information society services and Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (Digital Services Act).
7.2. The rules for the implementation of unilateral changes to these Adyen Rules by the Operator are set out in Article 5.1. of the Terms.
7.3. If any provision of these Adyen Rules is invalid or ineffective for any reason, this fact shall not render the remaining parts of the Adyen Rules or the Agreement invalid or ineffective.
7.4. The Operator informs the Merchant of all transactions or other information related to the Operator's services via e-mail messages sent and received by the Merchant only via the e-mail address set in the Administrative Interface, which is the Operator's standard communication procedure and is considered a written message received the next business day after the date of sending without any proof of sending and delivery of the message.
7.5. Merchant agrees that the use of the Adyen System will not involve any countries, entities, persons or objects that are prohibited by sanctions, embargoes, regulations or orders of government authorities.
7.6. These Adyen Rules come into effect on 1 August 2025.